EXHIBIT 4.1
SERVICES AGREEMENT
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This Consulting Agreement ("Agreement") is dated January 13, 2003, between Terra
Block Consolidated, Inc. ("Client"), and Sage Office Solutions, LLC, 5850 San
Felipe, Suite 500, Houston, Texas 77057 ("SOS"). The following shall set forth
our understanding regarding the services to be rendered
RECITALS:
Whereas, Client desires to obtain assistance administrative matters
including their filings, annual meeting and other matters;
Whereas, SOS has agreed to assist Client in the non-operational matters as
may be required;
Now, therefore, Client and SOS agree as follows:
1. ENGAGEMENT OF SOS
Client hereby engages SOS to assist with administrative matters and other
matters related to the planning and implementation of the annual meeting.
It is acknowledged and agreed by the Client that the Consultant carries no
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professional licenses and is not agreeing to act as a market-maker or render
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legal advice or act as a CPA or accountant, nor act as an investment advisor or
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broker-dealer within the meaning of applicable state and federal securities
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laws. It is further acknowledged and agreed by the Client that the services to
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be provided to the Client hereunder are presently not contemplated to be
rendered in connection with the offer and sale of Securities in a capital
raising transaction. The services of Consultant shall not be Exclusive nor shall
Consultant be required to render any specific number of hours or assign specific
personnel to the Client or its projects.
2. FEES
Fees shall be based on the time spent and the complexity of the work. A
retainer is required in an equal to Five Thousand ($5,000) dollars. SOS is
agreeable to accepting payment in the Company's common stock registered under
S-8 at a mutually agreeable price per share
3. EXPENSES
For expenses incurred by SOS, Client agrees to pay SOS for all expenses and
disbursements incurred by SOS on behalf of Client in connection with its
performance of consulting services with a 15% mark-up These direct expenses must
be approved in writing by Client. Approved expenses shall be paid immediately
upon submission of invoice or in advance if necessary.
4. TERM
The term of this Agreement shall be two (2) years from the date hereof, and
shall be renewable automatically for another one (1) year term, unless
terminated by written notice on or before the expiration date. Client and SOS
shall have the right to terminate this Agreement immediately upon written notice
to Client if any representative or warranty made to Client by SOS, whether
written or verbal, whether prior to or after the date of this agreement, shall
prove to be materially false.
5. CONFIDENTIALITY
The parties hereto understand that the terms of this Agreement shall be
confidential, and neither party shall disclose the terms hereof, whether during
or after the term hereof, except pursuant to court order or for the parties
respective internal accounting and tax purposes. The foregoing notwithstanding,
Client and SOS agree that the existence and terms of this Agreement shall be
disclosed to potential investors in connection with the Placement, and shall
make no disclosure to any person, except upon the agreement of the
non-disclosing party or pursuant to court order, of any proprietary business
information relating to (i) Client and its business; (ii) SOS and its business;
and (iii) the identity of prospective investors identified by SOS.
6. NON-CIRCUMVENTION AGREEMENT
Client agrees that it shall take no action to circumvent SOS and contact
directly any potential investor introduced to Client by SOS (collectively the
"Non-circumvention Parties") without approval from SOS. Client further agrees
that, in the event that Client completes a transaction with a Non-Circumvention
Party at any time up to and including twelve months following the termination of
this Agreement, then Client shall pay to SOS a commission or fee in connection
with such transaction, calculated according to the terms set forth herein.
7. INDEPENDENT CONTRACTOR
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SOS agrees to perform its consulting duties hereto as and independent
contractor. Nothing contained herein will be considered as creating an
employer-employee relationship between Parties to this Agreement. The Client
will not withhold or make any payments on behalf of SOS or its employees to any
governmental agencies of any kind, including without limitation, income tax,
FICA, social security, workers' compensation or unemployment insurance payments.
The Parties hereto acknowledge and agree that SOS will provide its services in a
professional manner in accordance with good industry practice and applicable
laws, using its best efforts.
8. YOUR DUTY TO PROVIDE INFORMATION AND COOPERATE WITH US
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We strive to provide the highest quality of services, and we expect from our
clients the highest degree of cooperation and assistance. You agree to fully
respond to any inquires we make, provide written materials or documents in a
timely manner, and otherwise provide us with any and all information necessary.
9. DISCLAIMER OF RESPONSIBILITY FOR ACTS OF OTHER PARTY
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The obligations of SOS described in this Agreement consist solely of the
furnishing of information to Client in the form of services. In no event will
SOS be required by this Agreement to represent or make management decisions for
Client.
All final decisions with respect to acts and omissions of Client or any
affiliates and subsidiaries, will be those of Client or such affiliates and
subsidiaries, and SOS will under no circumstances be liable for any expense
incurred or loss suffered by Client as a consequence of such acts or omissions.
10. INDEMNIFICATION
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Client will protect, defend, indemnify and hold SOS and its assigns and
attorneys, accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims, counterclaims,
demands, actions, proceedings, costs and expenses (including reasonable
attorneys' fees) of every kind and character resulting from, relating to or
arising out of (a) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by Client; or (b) any legal
action, including any counterclaim, based on any representation, warranty,
covenant or agreement made by Client herein; or (c) gross negligence or willful
misconduct by Client.
SOS will protect, defend, indemnify and hold Client and its assigns and
attorneys, accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims, counterclaims,
demands, actions, proceedings, costs and expenses (including reasonable
attorneys' fees) of every kind and character resulting from, relating to or
arising out of (a) the inaccuracy, non-fulfillment or breach of any
representation, warranty, covenant or agreement made by SOS; or (b) any legal
action, including any counterclaim, based on any representation, warranty,
covenant or agreement made by SOS herein; or (c) gross negligence or willful
misconduct by SOS.
11. MISCELLANEOUS
Relationships of the parties. The parties agree that nothing in this Agreement
shall be deemed to create, require or otherwise result in, as the case may be,
(i) the relationship of partnership between the parties; (ii) an
employer-employee relationship; (iii) an agency relationship between the
parties; (iv) SOS being deemed to be an "Investment Advisor", and "Underwriter"
or a "Broker/Dealer" pursuant to the terms of any state or federal securities
laws or regulations; or (v) SOS being deemed to be an "Affiliate" of Client
pursuant to any state or federal securities laws or regulations. It is
understood by the parties that SOS is an independent contractor, responsible for
all of SOS's own local, state and federal taxes.
This Agreement shall be binding upon SOS and Client and shall inure to the
benefit of both parties and their respective successors and permitted assigns,
including any corporation with which or into which Client or its successor may
be merged or which may succeed to its assets or business. Although the
obligations of SOS are personal and may be performed only by SOS, SOS may assign
this Agreement, with Client approval to any corporation which is wholly owned by
SOS which corporation shall succeed to all of SOS's rights and obligations
hereunder. Except for the foregoing, neither party shall assign its rights or
obligations hereunder to any other entity without the prior written consent of
the other, which consent shall not be unreasonably withheld.
12. COMPLETE AGREEMENT
This Agreement encompasses the complete understanding of the parties with regard
to the subject matter hereof, and supersedes all prior or contemporaneous
understandings and agreements. No amendment or modifications hereof shall be
effective absent the written consent of both parties.
13. GOVERNING LAW
THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF TEXAS.
ACKNOWLEDGMENT OF THIS AGREEMENT
Please acknowledge this agreement by signing and returning it to us, keeping a
signed copy for your records.
APPROVED, ACCEPTED AND AGREED TO THIS 13th DAY OF JANUARY, 2003.
CLIENT
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Gregory Pitner, President
Sage Office Solutions
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Mary E. Pollock, President